DJ EcoVista PLC: Audited Annual Results for the year ended 31 August 2019
EcoVista PLC (EVTP)
EcoVista PLC: Audited Annual Results for the year ended 31 August 2019
05-March-2020 / 15:08 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
EcoVista PLC (EVTP)
Audited Annual Results for the year ended 31 August 2019
The issuer is solely responsible for the content of this announcement.
ECOVISTA PLC
("Ecovista" or "the company")
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2019
I present to you my chairman's statement for the year 1st September 2018 to
31st August 2019.
Overview
The accounts for the year to 31 August 2019 showed a loss of GBP368,403,
comparable to the loss for the year ended 31 August 2018 of GBP238,454. The
group's investments in properties were valued during the year, which
resulted in an increase in value by GBP125,285. During the financial period,
we have seen 100 Rye Street completed and Ecovista has subsequently sold the
subsidiary 100 Rye Street Ltd.
During the year the group was unable to raise any new equity, but a further
GBP50,000 in convertible loan notes was raised. Due to the uncertainty of
Brexit, the general uncertainty of the markets and the demise of both
stockbrokers that the company has used to raise capital, it has been a tough
year. The business relies on access to cash, either through debt or equity,
and with the Brexit uncertainty we have been unable to raise the funds to
either complete or proceed with any new deals. This has seen our balance
sheet reduce from GBP1,390,973 to GBP841,889 during the year to 31 August 2019.
The board remains committed to continue keeping a tight rein on costs and
are currently in discussion with a potential merger partner.
Current operations
Willside Limited
Willside Limited successfully obtained planning permission for nine houses
on a parcel of land that the company had under option. Unfortunately, the
uncertainty of Brexit made it impossible to exercise the option in order to
build out the project.
Start Hill Limited (80% owned)
Start Hill Limited owns the plot next to the Willside plot. There is
currently a 4-bedroom house called Marstons on 0.3 hectares which is
currently rented out on an assured shorthold tenancy. The company plans to
apply for planning permission for several properties, with the knowledge
that permission has been given for nine houses next door.
Cignella SRL
Ecovista owns 13% of the shares in Cignella SRL, an Italian company, and has
an option to buy the balance of the equity for EUR 4m.
Outlook
The group continues to see deal flow and is currently looking at several
potential development sites in and around the London, Essex and
Hertfordshire area.
The directors believe that, now the Brexit decision has been made, there
will be more certainty going forward, although the ability to raise further
funds through share issues has somewhat diminished. The board continues to
seek further investment though asset-backed debt or by merging with a
cash-rich entity.
The board view the year ahead with hope that, now Brexit is near completion,
the market for funding improves and we can take the opportunities that are
presenting themselves.
The directors do not consider it necessary to comment on the impact of the
business on the environment, nor to provide further information about
employees than is given elsewhere in these financial statements.
David Barnett - Chairman
Date: 28 February 2020
ECOVISTA PLC
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2019
The directors present their strategic report of Ecovista plc ("the Company")
and its subsidiaries ("the group") for the year ended 31 August 2019.
REVIEW OF BUSINESS
Review of the business is given in the Chairman's Statement on page 2.
FUTURE DEVELOPMENTS
The Chairman's statement on page 2 provides information on the future
outlook of the group.
KEY PERFORMANCE INDICATORS
2019 2018
GBP GBP
Investment properties 2,232,375 2,107,090
Net current assets/ (liabilities) (442,238) (279,871)
Cash and cash equivalents 9,143 75,637
Debt/ equity ratio 35% 30%
PRINCIPAL RISKS AND UNCERTAINTIES
The group's strategy is to follow an appropriate risk policy, which
effectively manages exposures related to the achievement of business
objectives. The board is responsible for approving the group's strategy and
determining the appropriate level of risk.
Business performance risk
Business performance risk is the risk that the group may not perform as
expected, either due to internal factors or due to competitive pressures in
the markets in which they operate. The group seeks investments in properties
with development potential. The price at which investments are made, and the
price which the group may realise for its investment, will be influenced by
a large number of factors, some specific to the group and its operations and
some which are generic to the sector. The group closely monitors the local
markets and seeks to invest in properties where it believes there is a
significant advantage to be gained by developing multiple properties on a
single site. This is considered a way to minimise the project risk of loss
or impairment of investments.
Business continuity risk
The group may not be able to identity suitable investment opportunities and
there is no guarantee that such opportunities will be available.
Furthermore, the group may incur costs in conducting due diligence into
potential investment opportunities that may not result in an investment. The
group seeks to mitigate this risk by keeping close contact with local agents
and continually assessing development opportunities within the chosen market
as well as leveraging management's market knowledge.
FINANCIAL INSTRUMENTS
The group's principal financial instruments comprise cash, receivables,
loans, creditors and accruals. The main risks associated with these
financial assets and liabilities are set out below:
Credit risk
The group's credit risk is primarily attributable to its loans and
receivables. The amounts presented in the balance sheet are net of
allowances for doubtful receivables. An allowance for impairment is made
when there is an identified loss event which, based on previous experience,
is evidence of a reduction in the recoverability of the cash flows.
The credit risk on liquid funds is limited because the counterparties are
banks with high credit-rating agencies.
ECOVISTA PLC
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2019
Liquidity risk
The group's liquidity is managed by the directors through regular assessment
of required cash levels. It will be necessary to raise additional funds in
the future by a further issue of ordinary shares or by other means. However,
neither the ability to fund future investments and overheads, nor the
ability of investments to produce a suitable return, can be guaranteed,
particularly in the current economic climate. Further details regarding
financial instruments can be found in note 19 to the financial statements.
ON BEHALF OF THE BOARD:
David Barnett - Director
Date: 28 February 2020
ECOVISTA PLC
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 AUGUST 2019
The directors present their report with the financial statements of the
company and the group for the year ended 31 August 2019.
PRINCIPAL ACTIVITY
Ecovista plc is a NEX-listed investment company, whose principal activity is
to acquire property for development and subsequent resale.
DIVIDENDS
No dividends will be distributed for the year ended 31 August 2019 (2018:
GBPnil).
DIRECTORS
Ken Jones has held office throughout the period from 1 September 2018 to the
date of this report. Other changes in directors holding office are as
follows:
David Barnett was appointed on 17 January 2019
Sarah Hornsnell was appointed on 17 January 2019
Louise Hardwidge resigned on 30 April 2019
DIRECTORS' REMUNERATION
31.8.19 31.8.18
GBP GBP
Ken Jones 18,000 16,000
David Barnett 8,000 21,500
Sarah Horsnell 8,000 -
Louise Hardwidge 11,500 -
45,500 37,500
The company did not make any pension contributions on behalf of the
directors.
DIRECTORS' INTERESTS
31.8.19 31.8.18
Ordinary Ordinary
shares shares
Ken Jones - -
David - -
Barnett
Sarah - -
Horsnell
Louise 50,000,000 50,000,000
Hardwidge
50,000,000 50,000,000
SHARES AND LISTING
The company's ordinary shares are listed on the NEX Growth Market ('ticker':
EVTP). Details of the nominated advisor and brokers are presented on the
company information on page 1. The closing price of the company's shares at
31 August 2019 was 0.0115p (2018: 0.05p).
SUBSTANTIAL SHAREHOLDINGS
As at 31 January 2020, the company is aware of two shareholders with
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DJ EcoVista PLC: Audited Annual Results for the year -2-
individual holdings of more than 3% of the company's issued share capital:
· Hubwise Securities held 571,428,571 shares (10.49%)
· Elite CAM Balanced Portfolio Fund held 428,571,428 shares (7.87%)
FINANCIAL RISK MANAGEMENT
Financial risk management is discussed in note 19 of the financial
statements.
ECOVISTA PLC
REPORT OF THE DIRECTORS (continued)
FOR THE YEAR ENDED 31 AUGUST 2019
GOING CONCERN
After reviewing the group's forecasts and projections, the directors have a
reasonable expectation that the group has adequate resources to continue in
operational existence for the foreseeable future. The group therefore
continues to adopt the going concern basis in preparing its consolidated
financial statements.
FAIR VALUE ESTIMATION
The directors consider that the carrying amount of the group's financial
assets and liabilities approximate their fair realisable value at each
balance sheet date and that such value equates to their fair value.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with International Financial Reporting
Standards as adopted by the European Union. Under company law the directors
must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the company and
the group and of the profit or loss of the group for that period. In
preparing these financial statements, the directors are required to:
- select suitable accounting policies and
then apply them consistently;
- make judgements and accounting estimates
that are reasonable and prudent;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the company's and the group's
transactions and disclose with reasonable accuracy at any time the financial
position of the company and the group and enable them to ensure that the
financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the company and the group and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information
(as defined by Section 418 of the Companies Act 2006) of which the group's
auditors are unaware, and each director has taken all the steps that he or
she ought to have taken as a director in order to make himself or herself
aware of any relevant audit information and to establish that the group's
auditors are aware of that information.
AUDITORS
The auditors, Defries Weiss (Accountants) Limited, will be proposed for
re-appointment at the forthcoming Annual General Meeting.
This report has been prepared in accordance with the provisions of Part 15
of the Companies Act 2006 relating to small companies.
ON BEHALF OF THE BOARD:
David Barnett - Director
Date: 28 February 2020
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECOVISTA PLC
Qualified opinion
We have audited the financial statements of Ecovista plc group (the "parent
company") and its subsidiaries ("the group") for the year ended 31 August
2019, which comprise the consolidated statement of profit or loss, the
consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of financial position, the company statement of
financial position, the consolidated statement of changes in equity, the
company statement of changes in equity, the consolidated statement of cash
flows, and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework that has
been applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union and,
as regards the parent company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
In our opinion, except for the effects of the matter described in the
paragraph below, headed 'basis for qualified opinion':
- the financial statements give a true and fair view of the state of the
group's and of the parent company's affairs as at 31 August 2019 and of the
group's loss for the year then ended;
- the group financial statements have been properly prepared in accordance
with IFRSs as adopted by the European Union;
- the parent company financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 2006; and
- the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for qualified opinion
We have not been provided with sufficiently reliable recent evidence for the
market value of the group's investment in Cignella SRL, an Italian company,
which is stated at GBP151,806 (see note 12). There are no practicable
procedures we can adopt to satisfy ourselves about the value of this
investment and therefore we cannot express an opinion on it. We conducted
our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are
further described in the Auditors' responsibilities for the audit of the
financial statements section of our report. We are independent of the group
in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC's Ethical Standard,
and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified opinion.
Material uncertainty about going concern
We draw attention to note 25 in the financial statements, which comments on
going concern, and we note that the group incurred a net loss of GBP368,403
during the year, and that its current liabilities exceeded its current
assets by GBP442,238 at the year end. As stated in note 25, these
circumstances, along with other matters set forth in note 25, indicate a
material uncertainty that may cast significant doubt on the group's and
company's ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
Our application of materiality
Materiality for the group and company financial statements as a whole was
set at GBP9,898 (2018: GBP69,012). This has been calculated as of the benchmark
of net assets, which we have determined, in our professional judgement, to
be one of the principal benchmarks within the financial statements relevant
to members of the company in assessing financial performance of the group.
We report to the directors all corrected and uncorrected misstatements that
we identify during our audit with a value in excess of materiality. We also
report to the directors any misstatements that we discover below that
threshold if we believe they warrant reporting on qualitative grounds.
An overview of the scope of our audit
As part of designing our audit we determined materiality, as above, and
assessed the risk of material misstatement in the financial statements. In
particular, we looked at areas requiring the directors to make significant
judgements and estimates, for example in respect of the valuation of
properties and investments. As in all of our audits, we addressed the risk
of management override of internal controls, including evaluating whether
there was evidence of bias by the directors that represented a risk of
material misstatement due to fraud.
We conducted a full scope audit of the group and company numbers, with
sufficient, appropriate audit procedures carried out on the subsidiaries for
the purposes of the consolidation. Our audit was conducted from our office
where the audit team was based, with regular interaction with key group
personnel responsible for the management of the group and accounting.
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECOVISTA PLC
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion on these matters. We have
determined the matters described below to be the key audit matters to be
communicated in our report.
Valuation of property
The valuation of the group's development property is the key component of
the group's activities, as this valuation underpins the group's result. At
the year end, development property was stated at GBP2,232,375 (2018:
GBP2,107,090). The valuation of property requires significant judgement and
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DJ EcoVista PLC: Audited Annual Results for the year -3-
estimates by management and an external valuer where applicable. The
valuation of the group's property portfolio is inherently subjective due to,
among other factors, the individual nature of the properties, their
location, expected future rentals, yield data, comparable market
transactions and project completion dates. The significance of the estimates
and judgements involved warrants specific audit focus in this area.
We responded to this matter by:
· ensuring the group held good title to the properties;
· confirming that the valuation approach was appropriate and challenging
the assumptions used therein;
· scrutinising internal valuations by reference to underlying market data;
· challenging the categorisation of properties;
· considering the disclosures made within the financial statements to
ensure that estimates and judgements are
appropriately disclosed.
Valuation of investments
This group has a 13% investment, valued at GBP151,806, in Cignella SRL, an
Italian property company. Owing to the unquoted and illiquid nature of this
investment, the assessment of value is subjective and requires a number of
significant and complex judgements to be made by management. There is a risk
that inaccurate judgements made in assessing the valuation of the investment
could lead to an incorrect valuation or a failure to recognise an impairment
to the asset. There is also a risk that management may influence the
significant judgements in respect of the investment valuation, in order to
meet market expectations of the overall net asset value of the group.
We responded to this matter by:
· confirming ownership of the investments;
· obtaining management's assessment of the valuation of the investment at
the year end and challenging the
inputs and assumptions used;
· obtaining any appropriate publicly available information on the
investment;
· ensuring the disclosures made in the financial statements comply with
IFRS.
Other information
The directors are responsible for the 'other information', which comprises
the information in the annual report, but does not include the financial
statements and our Report of the Auditors thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the financial
statements or a material misstatement of the other information. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECOVISTA PLC
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the
Report of the Directors for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
- the Group Strategic Report and the Report of the Directors
have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent
company and its environment obtained in the course of the audit, we have not
identified material misstatements in the Group Strategic Report or the
Report of the Directors.
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been
received from branches not visited by us; or
- the parent company financial statements are not in agreement
with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by
law are not made; or
- we have not received all the information and explanations we
require for our audit; or
- the directors were not entitled to take advantage of the small
companies' exemption from the requirement to prepare a Group
Strategic Report or in preparing the Report of the Directors.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities on
page 6, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group's and the parent company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either
intend to liquidate the group or the parent company or to cease operations,
or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue a Report of the Auditors that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
Report of the Auditors.
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECOVISTA PLC
Use of our report
This report is made solely to the company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the company's members
those matters we are required to state to them in a Report of the Auditors
and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the
company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
Warren Weiss LLB, MSc, MA, FCA (Senior Statutory Auditor)
for and on behalf of Defries Weiss (Accountants) Limited
Statutory Auditors
311 Ballards Lane
London
N12 8LY
Date: 28 February 2020
ECOVISTA PLC
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 31 AUGUST 2019
31.8.19 31.8.18
Notes GBP GBP
CONTINUING OPERATIONS
Revenue - -
Other operating income 17,400 17,400
Administrative expenses (313,672) (190,614)
OPERATING LOSS (296,272) (173,214)
Finance costs 5 (73,633) (65,240)
Finance income 5 1,556 -
LOSS 6 (368,349) (238,454)
BEFORE
INCOME
TAX
Income tax 7 (54) -
LOSS FOR (368,403) (238,454)
THE YEAR
(Loss)/ profit attributable to:
Owners of the parent (375,927) (230,910)
Non-controlling interests 7,524 (7,544)
(368,403) (238,454)
Basic earnings per share attributable
to owners of the parent company 9 -0.007p -0.004p
ECOVISTA PLC
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2019
31.8.19 31.8.18
GBP GBP
LOSS FOR THE YEAR (368,403) (238,454)
OTHER COMPREHENSIVE INCOME
Item that will not be reclassified to profit or loss:
Revaluation of investment property (105,934) 142,075
Movement in equity reserve (74,710) -
OTHER
COMPREHENS (180,644) 142,075
IVE INCOME
FOR THE
YEAR, NET
OF INCOME
TAX
TOTAL
COMPREHENS (549,047) (96,379)
IVE INCOME
FOR THE
YEAR
Total comprehensive income attributable to:
Owners of the parent (549,047) (88,835)
Non-controlling interests - (7,544)
(549,047) (96,379)
ECOVISTA PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 AUGUST 2019
31.8.19 31.8.18
Notes GBP GBP
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 10 532,375 2,107,090
Investment property 11 1,700,000 -
Investments 12 151,806 508,616
2,384,181 2,615,706
CURRENT ASSETS
Trade and other receivables 13 412,496 9,623
Cash and cash equivalents 14 9,143 75,637
421,639 85,260
TOTAL ASSETS 2,805,820 2,700,966
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 15 181,760 181,760
Share premium 16 2,918,687 2,918,687
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Other reserves 16 - 74,710
Fair value reserve 16 36,141 142,075
Retained earnings 16 (2,294,699) (1,918,715)
841,889 1,398,517
Non-controlling interests - (7,544)
TOTAL EQUITY 841,889 1,390,973
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 17 1,100,000 944,862
Deferred tax 7 54 -
1,100,054 944,862
CURRENT LIABILITIES
Trade and other payables 17 63,877 67,694
Financial liabilities - borrowings
Interest 17 800,000 297,437
bearing
loans
and
borrowin
gs
863,877 365,131
TOTAL LIABILITIES 1,963,931 1,309,993
TOTAL EQUITY AND LIABILITIES 2,805,820 2,700,966
ECOVISTA PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued
31 AUGUST 2019
The financial statements were approved by the Board of Directors on 28
February 2020 and were signed on its behalf by:
David Barnett - Director
ECOVISTA PLC
COMPANY STATEMENT OF FINANCIAL POSITION
31 AUGUST 2019
31.8.19 31.8.18
Notes GBP GBP
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment - -
Investment property - -
Investments 12 152,087 508,897
152,087 508,897
CURRENT ASSETS
Trade and other receivables 13 2,045,185 1,816,142
Cash and cash equivalents 14 1,403 63,364
2,046,588 1,879,506
TOTAL ASSETS 2,198,675 2,388,403
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 15 181,760 181,760
Share premium 16 2,918,687 2,918,687
Other reserves 16 - 74,710
Retained earnings 16 (2,053,019) (1,780,922)
TOTAL EQUITY 1,047,428 1,394,235
LIABILITIES
NON-CURRENT LIABILITIES
Trade and other payables 17 1,100,000 944,862
CURRENT LIABILITIES
Trade and other payables 17 51,247 49,307
TOTAL LIABILITIES 1,151,247 994,169
TOTAL EQUITY AND LIABILITIES 2,198,675 2,388,403
The financial statements were approved by the Board of Directors on 28
February 2020 and were signed on its behalf by:
David Barnett - Director
ECOVISTA PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2019
Called up
share Retained Share Equity
capital earnings premium reserve
GBP GBP GBP GBP
Balance at 1 September 2017 173,190 (1,687,805) 2,683,045 14,552
Loss for the year - (230,910) - -
Other comprehensive income - (57) - -
Changes in equity
Issue of share capital 8,570 - 235,642 -
Movement in convertible loan notes - - - 60,158
Balance at 31 August 2018 181,760 (1,918,772) 2,918,687 74,710
Loss for the year - (375,927) - -
Changes in equity
Movement in equity reserve - - - (74,710)
Balance at 31 August 2019 181,760 (2,294,699) 2,918,687 -
Fair
value Total for Non-controlling Total
reserve the group interests equity
GBP GBP GBP GBP
Balance at 1 September 2017 - 1,182,982 - 1,182,982
Loss for the year - (230,910) (7,544) (238,454)
Other comprehensive income - (57) - (57)
Changes in equity
Issue of share capital - 244,212 - 244,212
Movement in convertible loan notes - 60,158 - 60,158
Revaluation of investment property 142,075 142,075 - 142,075
Balance at 31 August 2018 142,075 1,398,460 (7,544) 1,390,916
(Loss)/ profit for the year - (375,927) 7,524 (368,403)
Other movement - - 20 20
Changes in equity
Movement in equity reserve - (74,710) - (74,710)
Revaluation of investment property (105,934) (105,934) - (105,934)
Balance at 31 August 2019 36,141 841,889 - 841,889
ECOVISTA PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2019
Called up
share Retained Share Equity Total
capital earnings premium reserve equity
GBP GBP GBP GBP GBP
Balance at 1 September 2017 173,190 (1,610,616) 2,683,045 74,710 1,320,329
Loss for the year - (170,304) - - (170,304)
Changes in equity
Issue of share capital 8,570 - 235,642 - 244,212
Balance at 31 August 2018 181,760 (1,780,920) 2,918,687 74,710 1,394,237
Loss for the year - (272,099) - - (272,099)
Changes in equity
Movement in equity reserve - - - (74,710) (74,710)
Balance at 31 August 2019 181,760 (2,053,019) 2,918,687 - 1,047,428
ECOVISTA PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2019
31.8.19 31.8.18
Notes GBP GBP
Cash flows from operating activities
Cash generated from operations 23 (266,085) 184,839
Interest paid (73,633) -
Net cash from operating activities (339,718) 184,839
Cash flows from investing activities
Purchase of tangible fixed assets (425) (617,925)
Purchase of investment property (230,934) -
Acquisition of subsidiary - (100)
Interest received 1,556 -
Net cash from investing activities (229,803) (618,025)
Cash flows from financing activities
Net proceeds from issue of equity - 244,212
Loan received 800,000 -
Proceeds from loan notes issued - 550,000
Loan repayments (296,973) (100,000)
Loan made to third party - (309,699)
Net cash from financing activities 503,027 384,513
Decrease in cash (66,494) (48,673)
and cash
equivalents
Cash
and 24 75,637 124,310
cash
equiva
lents
at
beginn
ing of
year
Cash 24 9,143 75,637
and
cash
equival
ents at
end of
year
ECOVISTA PLC GROUP
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2019
31.8.19 31.8.18
Notes GBP GBP
Cash flows from operating activities
Cash generated from operations 23 (95,125) (442,136)
Interest paid (18,392) -
Net cash from operating activities (113,517) (442,136)
Cash flows from investing activities
Purchase of subsidiary - (100)
Interest received 1,556 -
Net cash from investing activities 1,556 (100)
Cash flows from financing activities
Net proceeds from issue of equity - 244,212
Proceeds from loan notes issued 50,000 550,000
Loan repayments - (100,000)
Loan made to third party - (302,256)
Net cash from financing activities 50,000 391,956
Decrease in cash (61,961) (50,280)
and cash
equivalents
Cash
and 24 63,364 113,644
cash
equiva
lents
at
beginn
ing of
year
Cash 24 1,403 63,364
and
cash
equival
ents at
end of
year
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2019
1. STATUTORY INFORMATION
Ecovista plc is a public company, registered in England and Wales. The
company's registered number and registered office address can be found on
page 1. It is a NEX-listed investment company.
2. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRIC interpretations
with those parts of Companies Act 2006 applicable to companies reporting
under IFRS. The financial statements have been prepared under historical
cost convention, except for the financial instruments that are measured at
the fair values at the end of the reporting period. Historical cost is
generally based on the fair value of the consideration given in exchange for
goods and services.
This is the first year in which IRFS has been adopted; the financial
statements were previously prepared to comply with Financial Reporting
Standard 102 ("FRS 102"). No transitional adjustments were necessary as a
result of this change.
Basis of consolidation
The consolidated financial statements incorporate the financial statements
of the company and entities controlled by the company (its subsidiaries)
made up to 31 August each year. Control is achieved where the Company has
the power to govern the financial and operating policies of an invested
entity so as to obtain benefits from its activities. The results of
subsidiaries acquired or disposed of during the period are included in the
consolidated statement of comprehensive income from the effective date of
acquisition or up to the effective date of disposal, as appropriate. Where
necessary, adjustments are made to the financial statements of subsidiaries
to bring their accounting policies into line with those used by other
members of the group. All intra-group transactions, balances, income and
expenses are eliminated on consolidation.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable. Rental income is recognised on a straight-line basis over the
term of the relevant agreement.
Property, plant and equipment
Depreciation is provided at 33% on the reducing balance method in order to
write off computer equipment over its estimated useful life. Freehold
properties are accounted for in accordance with the provisions of IAS 16 of
IFRS. They are valued annually by the director who relies on his knowledge
of local property prices, and from time to time by an independent
professional valuer, on a fair value basis. Increases in the carrying amount
arising on revaluation of freehold property are credited to other
comprehensive income and shown in a revaluation reserve in shareholders'
equity. Decreases that offset previous increases of the same asset are
charged in other comprehensive income; all other decreases are charged to
income statements.
Investment property
Investment properties are accounted for in accordance with the provisions of
IAS 40. They are valued annually by the directors who rely on their
knowledge of local property prices, and from time to time by an independent
professional valuer, on a fair value basis. Increases in the carrying amount
arising on revaluation of investment property are credited to other
comprehensive income and shown in a revaluation reserve in shareholders
equity. Decreases that offset previous increases of the same asset are
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DJ EcoVista PLC: Audited Annual Results for the year -5-
charged in other comprehensive income; all other decreases are charged to
income statements.
Investments
Investments comprise of investments in unquoted equity instruments. The
investments are carried at fair value through profit or loss. Where fair
value cannot be measured reliably, the investments are carried at cost less
impairment.
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2019
2. ACCOUNTING POLICIES - continued
Impairment of assets
At each reporting date assets are reviewed to determine whether there is any
indication that those assets have suffered an impairment loss. If there is
an indication of possible impairment, the recoverable amount of any affected
asset is estimated and compared with its carrying amount. If the estimated
recoverable amount is lower, the carrying amount is reduced and an
impairment loss is recognised in the statement of profit or loss. If an
impairment loss subsequently reverses, the carrying amount of the asset is
increased to the revised estimate of its recoverable amount, but not in
excess of the amount that would have been determined had no impairment loss
been previously recognised. A reversal of an impairment loss is recognised
in the statement of profit or loss.
Financial instruments
Financial assets and financial liabilities are recognised when the group
becomes a party to the contractual provisions of the instrument. On initial
recognition, financial assets are classified as either financial assets at
fair value through income statement, held-to-maturity investments, loans and
receivables financial assets, or available-for-sale financial assets, as
appropriate.
The component parts of compound instruments issued by the group are
classified separately as financial liabilities and equity in accordance with
the substance of the contractual arrangement. On initial recognition the
financial liability component is recorded at its fair value. At the date of
issue, in the case of a convertible bond denominated in the functional
currency of the issuer that may be converted into a fixed number of equity
shares, the fair value of the liability component is estimated using the
prevailing market interest rate for a similar non-convertible instrument.
The equity component is determined by deducting the amount of the liability
component from the affair value of the compound instrument as a whole. This
is recognised and included in equity and is not subsequently remeasured.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax. Current taxes are based on the results shown in the financial
statements and are calculated according to local tax rules, using tax rates
enacted or substantially enacted by the statement of financial position
date. Deferred tax is the tax expected to be payable or recoverable on
temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the
computation of taxable profit, and is accounted for using the balance sheet
liability method.
Employee benefit costs
The group operates a defined contribution pension scheme. Contributions
payable to the group's pension scheme are charged to the income statement in
the period to which they relate.
Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at
the rates of exchange prevailing at the
balance sheet date. Transactions in foreign currencies are translated into
sterling at the rate of exchange
prevailing at the date of transaction. Exchange differences are taken into
account in arriving at the operating
result.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, which are described
above, the directors are required to make judgements, estimates and
assumptions which affect reported income, expenses, assets, liabilities and
disclosure of contingent assets and liabilities. The estimates and
associated assumptions are based on historical experience, expectations of
future events and other factors that are believed to be reasonable under the
circumstances. Actual results in the future could differ from such
estimates. The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in the
period.
The following are the group's key sources of estimation uncertainty:
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2019
Valuation of land and buildings
The group carries its land and buildings at fair value (see notes 10 and
11), with changes in fair value recognised as other comprehensive income and
shown in a fair value reserve in shareholders' equity. The group uses
external professional valuers to determine the relevant amounts. The
valuations are inherently subjective as they are made using assumptions
applied by the valuers which may not prove to be accurate.
Carrying value of investments
The group is required to make judgements about the carrying value of
investments in unquoted companies (see note 12) where fair values cannot be
readily established, and to evaluate the extent of any impairment. It is
important to recognise that the carrying value of such investments cannot
always be substantiated by reference to independent markets and, in many
cases, may not be capable of immediate realisation. Management make a
significant judgement in this regard, in that they value the group's
investments at cost less previous impairment, because they consider there to
be a lack of other input or evidence to suggest an uplift in the value,
given the uncertainty surrounding the economy and the property market.
Trade and other receivables
Trade and other receivables are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active market. Subsequent
to initial recognition, trade and other receivables and measured at
amortised cost less impairment losses for bad and doubtful debts, except
where the receivables are interest-free loans made to related parties
without any fixed repayment terms or where the effect of discounting would
be immaterial. In such cases, the receivables are stated at cost less
impairment losses for bad and doubtful debts.
Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short
term investments which are readily convertible to known amounts of cash and
which are subject to an insignificant risk of change in value.
Trade and other payables
Trade and other payables are initially recognised at fair value and
thereafter stated in amortised cost, except where the payables are
interest-free loans made by related parties without any fixed repayment
terms or the effect of discounting would be immaterial, in which case they
are stated at cost.
New and revised IFRSs in issue but not yet effective
At the date of authorisation of these financial statements, the group has
not applied the following new and revised IFRSs that have been issued but
are not yet effective and not early adopted.
IFRS 2 Amendments - classification and measurement of
share-based payments transactions
IFRS 9 Financial instruments
IFRS 15 Revenue from contracts with customers, and
related clarification
IFRS 16 Leases
IFRIC 22 Foreign currency transactions and advanced
consideration
The directors do not expect that the adoption of the standards listed above
will have a material impact on the financial statements of the group.
3. TURNOVER
31.8.19 31.8.18
GBP GBP
Rental income from UK properties 17,400 17,400
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2019
4. EMPLOYEES AND DIRECTORS
31.8.19 31.8.18
GBP GBP
Directors' emoluments 45,500 37,500
Wages and salaries 15,842 12,526
Pension costs 243 55
61,585 50,081
The remuneration to the highest paid director was GBP18,000 (2018: GBP21,500).
The average number of employees during the year was as follows:
31.8.19 31.8.18
Staff 1 1
Directors 3 3
4 4
5. NET FINANCE COSTS
31.8.19 31.8.18
GBP GBP
Finance income:
Interest received 1,556 -
1,556 -
Finance costs:
Other interest 24,236 65,240
Interest payable 49,397 -
73,633 65,240
Net finance costs 72,077 65,240
6. LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging/(crediting):
31.8.19 31.8.18
GBP GBP
Depreciation - owned assets 140 -
Loss on disposal of fixed assets - 15,000
Auditors' remuneration 29,400 12,000
Foreign exchange differences (1,459) (27,877)
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2019
7. INCOME TAX
Analysis of tax expense
31.8.19 31.8.18
GBP GBP
Deferred tax 54 -
Total 54 -
tax
expense
in
consolid
ated
statemen
t of
profit
or loss
Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation
tax in the UK. The difference is explained below:
31.8.19 31,8.18
GBP GBP
Loss before tax 368,349 238,454
Profit
multipli 69,986 45,306
ed by
the
standard
rate of
corporat
ion tax
in the
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UK of
19%
(2018:
19%)
Effects of:
Losses carried forward (69,986) (45,306)
Total tax charge/(credit) - -
8. PARENT COMPANY'S LOSS
As permitted by section 408 of the Companies Act 2006, the income statement
of the parent company is not presented as part of these financial
statements. The parent company's loss for the financial year was GBP272,099
(2018: GBP170,304).
9. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the period. Diluted earnings per share
are calculated using the weighted average number of shares adjusted to
assume the conversion of all dilutive potential ordinary shares.
Earnings
Earnings Number per share
GBP of shares (pence)
Basic earnings per share
Year (368,403) 5,447,815,699 -0.007
ended
31
August
2019
Year (238,454) 5,447,815,699 -0.004
ended
31
August
2018
For the current year and the prior year, there is no difference between
basic and diluted earnings per share.
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2019
10. PROPERTY, PLANT AND EQUIPMENT
Group
Freehold Computer
property equipment Totals
GBP GBP GBP
COST
At 1 September 2018 2,107,090 - 2,107,090
Additions - 425 425
Reclassification as investment property (1,575,000) - (1,575,000)
At 31 August 2019 532,090 425 532,515
DEPRECIATION
Charge - 140 140
for
year
At 31 August 2019 - 140 140
NET BOOK VALUE
At 31 August 2019 532,090 285 532,375
At 31 August 2018 2,107,090 - 2,107,090
The freehold property held in the subsidiary 100 Rye Street Limited has been
reclassified as investment property, as the group now intends to hold it for
investment and to rent it out for the foreseeable future. The freehold
property held in the subsidiary Start Hill Limited is a four-bedroom house
in Bishop's Stortford. The parent company has no property, plant and
equipment.
11. INVESTMENT PROPERTY
Group
Total
GBP
FAIR VALUE
Additions 230,934
Revaluations (105,934)
Reclassification from freehold property 1,575,000
At 31 August 2019 1,700,000
NET BOOK VALUE
At 31 August 2019 1,700,000
The investment property is held in the subsidiary 100 Rye Street Limited,
and is a six-bedroom house in Bishop's Stortford.
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2019
11. INVESTMENT PROPERTY - continued
Fair value at 31 August 2019 is represented by:
GBP
Cost 1,663,859
Valuation in 2018 142,075
Valuation in 2019 (105,934)
1,700,000
The parent company has no investment property.
12. INVESTMENTS
31.8.19 31.8.18
GBP GBP
Investment in subsidiaries 281 281
Unlisted equity investment 151,806 508,616
Total 152,807 508,897
tax
expense
in
consolid
ated
statemen
t of
profit
or loss
The unlisted equity investment is a 13% stake in the ordinary share capital
of Cignella SRL, an unquoted Italian company whose principal place of
business is Del Renelli, Trequando, Italy 53020. The principal activity of
Cignella SRL is that of providing hotel and leisure activities. This
investment is stated at cost less impairment. The company has an option to
purchase all the remaining equity in Cignella SRL on 31 December 2020 for
EUR 4,000,000.
The group owns 100% of the ordinary share capital of 100 Rye Street Limited,
Ecovista UK Property Holdings Limited and Willside Limited and 80% of the
ordinary share capital of Start Hill Limited. All the subsidiaries are
engaged in the same activity as the group, and all are registered in England
and Wales, with the same registered office as the parent company. At the
year end, the reserves of the subsidiaries were as follows:
31.8.19 31.8.18
GBP GBP
100 Rye Street Limited (126,600) 72,893
Ecovista UK Property Holdings Limited 100 100
Willside Limited (48,928) (38,392)
Start Hill Limited (29,830) (37,621)
ECOVISTA PLC
NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2019
13. TRADE AND OTHER RECEIVABLES
Group Company
31.8.19 31.8.18 31.8.19 31.8.18
GBP GBP GBP GBP
Current:
Amounts owed by group undertakings - - 1,659,689 1,807,199
VAT 1,347 558 - -
Prepayments 7,190 4,078 6,657 4,078
Other debtors 403,959 4,987 378,839 4,865
412,496 9,623 2,045,185 1,816,142
Amounts owed by group undertakings are unsecured and interest-free, and are
repayable on demand.
14. CASH AND CASH EQUIVALENTS
Group Company
31.8.19 31.8.18 31.8.19 31.8.18
GBP GBP GBP GBP
Bank accounts 9,143 75,637 1,403 63,364
15. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number: Class: Nominal 31.8.19 31.8.18
value: GBP GBP
5,447,815,699 Ordinary 0.001p 54,473 54,473
128,572,167 Deferred 0.099p 127,287 127,287
181,760 181,760
Each ordinary share confers on its owner the right to vote and participate
in dividends and on a winding-up. The deferred shares confer no right to
vote or to participate in dividends, nor to participate in a winding-up
until each ordinary share has provided a dividend of GBP100,000.
16. RESERVES
The share premium reserve includes premiums received on issuing equity
shares, net of any associated transaction costs associated with the issue.
The fair value reserve represents the cumulative effect of the revaluations
of freehold properties, which are revalued to their fair value at each
reporting date.
The equity reserve represents the equity component of convertible loan
notes.
Retained earnings include the retained profits and losses of the current and
prior periods.
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2019
17. TRADE AND OTHER PAYABLES
Group Company
31.8.19 31.8.18 31.8.19 31.8.18
GBP GBP GBP GBP
Current:
Trade payables 31,729 28,516 28,228 28,516
Amounts owed to group undertakings - - - 100
Social security and other taxes 410 291 410 291
Loan (see note 18) 800,000 297,437 - -
Pensions payable 66 24 66 24
Accrued expenses 31,208 21,475 22,543 17,621
Directors' current accounts 464 464 - -
Other payables - 16,924 - 2,755
863,877 365,131 51,247 49,307
Non-current:
Loans 1,100,000 944,862 1,100,000 944,862
Aggregate amounts 1,963,877 1,309,993 1,151,247 994,169
Non-current payables include GBP550,000 convertible loan notes which were
issued to an unrelated party on 31 August 2018. The notes are convertible at
the lender's option into new ordinary shares at 0.05p per share. The final
conversion date is 31 August 2020 and the notes carry a 7% interest coupon.
The net proceeds from the issue of the loan notes were split between the
liability element and the equity component, representing the fair value of
the embedded option to convert the liability into equity of the company. The
loan note equity reserve thus created was GBP74,710. However, this assumed
that the share price of Ecovista plc would exceed 0.05p, which has not been
the case since the convertible loan notes were issued. It is now considered
that there is no realistic prospect of the lender exercising its option to
convert the loan notes into equity, and the reserve has now been reversed.
18. SECURITY FOR LOAN
The current loan in note 17 is secured on a fixed charge on the investment
property of 100 Rye Street Limited.
ECOVISTA PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 AUGUST 2019
19. FINANCIAL INSTRUMENTS
The main risks arising from the group and company's financial instruments
are detailed in the strategic report on page 3. The carrying values of the
group and company's financial assets and liabilities are summarised by
category below. The fair value of the group and company's recorded financial
assets does not materially differ from their book values.
Group
2019 2018
Fair value Fair value
Held at through Held at through
amortised profit and amortised profit and
cost loss cost loss
GBP GBP GBP GBP
Financial assets
Fixed asset - 151,806 - 508,616
investments
Prepayments 7,190 - 4,078 -
Cash and 9,143 - 75,637 -
cash
equivalents
16,133 151,806 79,715 508,616
Financial liabilities
Convertible - 1,100,000 - 944,862
loan notes
Trade 31,729 - 28,516 -
payables
Loans 800,000 - 297,437 -
payable
Accruals 32,148 - 39,178 -
and other
payables
863,877 1,100,000 365,131 944,862
Company
2019 2018
Fair value Fair value
Held at through Held at through
amortised profit and amortised profit and
cost loss cost loss
GBP GBP GBP GBP
Financial assets
Fixed asset - 151,806 - 508,616
investments
Other 378,839 - - -
debtors
Prepayments 6,657 - 4,078 -
Cash and 1,403 - 63,364 -
cash
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